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SEC Filings

VITAE PHARMACEUTICALS, INC filed this Form S-1 on 08/12/2014
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(c)                                  Company” shall mean Vitae Pharmaceuticals, Inc. a Delaware corporation.


(d)                                 Immediate Family” shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law and shall include adoptive relationships.


(e)                                  Notice of Stock Option Grant” shall mean the document so entitled to which this Agreement is attached.


(f)                                   Optionee” shall mean the person named in the Notice of Stock Option Grant.


(g)                                  Plan” shall mean the Vitae Pharmaceuticals, Inc. 2013 Stock Plan, as in effect on the Date of Grant.


(h)                                 Purchase Price” shall mean the Exercise Price multiplied by the number of Shares with respect to which this option is being exercised.


(i)                                     Right of First Refusal” shall mean the Company’s right of first refusal described in Section 7.


(j)                                    Service” means service as an Employee, Outside Director or Consultant.


(k)                                 Transferee” shall mean any person to whom the Optionee has directly or indirectly transferred any Share acquired under this Agreement.


(l)                                     Transfer Notice” shall mean the notice of a proposed transfer of Shares described in Section 7.


(m)                             U.S. Person” shall mean a person described in Rule 902(k) of Regulation S of the Securities Act (or any successor rule or provision), which generally defines a U.S. person as any natural person resident in the United States, any estate of which any executor or administrator is a U.S. Person, or any trust of which of any trustee is a U.S. Person.








You (“Participant”) have been granted Restricted Stock Units (“RSUs”) representing shares of Common Stock of Vitae Pharmaceuticals, Inc. (the “Company”) on the following terms:








Total Number of Stock Units Granted:






Date of Grant:






Vesting Commencement Date:






Expiration Date:








You will receive a benefit with respect to this RSU only if it vests. If the Liquidity Event Requirement is satisfied on or before the Expiration Date, this award will vest immediately prior to the satisfaction of the Liquidity Event Requirement (the “Vesting Date”) (as to any then-outstanding RSUs that have not theretofore been terminated pursuant to Section 2 of the Restricted Stock Unit Agreement).




Liquidity Event Requirement:


The Liquidity Event Requirement will be satisfied (as to any then-outstanding RSUs that have not theretofore been terminated pursuant to Section 2 of the Restricted Stock Unit Agreement) on the earlier to occur of (i) an IPO, or (ii) a Sale Event.






Settlement of RSUs refers to the issuance of Shares (or, if applicable, cash) once the award is vested. If a RSU vests as a result of satisfaction of the vesting requirements described above, the Company will deliver one Share for that RSU at the time of settlement, unless at the time of settlement the Board of Directors, in its sole discretion, determines that settlement shall, in whole or in part, be in the form of cash, based on the then Fair Market Value of a Share. Settlement shall occur on or following the Vesting Date, but not later than two and one-half (2½) months following the end of the year